Exhibit 10.2
RESTRICTED STOCK AWARD AGREEMENT FOR EXECUTIVE OFFICERS
UNDER THE MOLDFLOW CORPORATION
2000 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee: _________________
No. of Shares: ___________________
Grant Date: ______________________
Final Acceptance Date: ___________
Pursuant to the Moldflow Corporation 2000 Stock Option and Incentive
Plan (the "Plan") as amended through the date hereof, Moldflow Corporation (the
"Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee
named above. Upon acceptance of this Award, the Grantee shall receive the number
of shares of Common Stock, par value $.01 per share (the "Stock") of the Company
specified above, subject to the restrictions and conditions set forth herein and
in the Plan.
1. Acceptance of Award. The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close of
business on the Final Acceptance Date specified above by (i) delivering to the
Company a stock power endorsed in blank, and (ii) signing and delivering to the
Company a copy of this Award Agreement. Upon acceptance of this Award by the
Grantee, the shares of Restricted Stock so accepted shall be issued and held by
the Company's transfer agent in book entry form, and the Grantee's name shall be
entered as the stockholder of record on the books of the Company. Thereupon, the
Grantee shall have all the rights of a shareholder with respect to such shares,
including voting and dividend rights, subject, however, to the restrictions and
conditions specified in Paragraph 2 below.
2. Restrictions and Conditions.
(a) Any book entries for the shares of Restricted Stock granted herein
shall bear an appropriate legend, as determined by the Committee in its sole
discretion, to the effect that such shares are subject to restrictions as set
forth herein and in the Plan.
(b) Shares of Restricted Stock granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee prior
to vesting.
3. Vesting of Restricted Stock.
The restrictions and conditions in Paragraph 2 of this Agreement shall
lapse on the Vesting Date or Dates specified in the following schedule so long
as the Grantee remains an employee of the Company or subsidiary on such Dates.
If a series of Vesting Dates is specified, then the restrictions and conditions
in Paragraph 2 shall lapse only with respect to the number of shares of
Restricted Stock specified as vested on such date.
Number of
Shares Vested Vesting Date
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Subsequent to such Vesting Date or Dates, the shares of Stock on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock.
4. Termination of Employment. If the Grantee's employment by the Company
or a Subsidiary is terminated prior to vesting of shares of Restricted Stock
granted herein, the following shall apply:
(a) Termination Due to Death. If the Grantee's employment terminates by
reason of death, any restrictions or conditions of the Award that would
otherwise lapse over the next twelve (12) months shall immediately lapse and
such portion of the award shall vest in Grantee's estate or other legal
representative. Any remaining shares of Restricted Stock shall be immediately
and automatically forfeited and returned to the Company.
(b) Termination Due to Disability. If the Grantee's employment terminates
by reason of Disability (as defined below), any conditions or restrictions of
the Award held by the Grantee which would otherwise lapse over the next twelve
(12) months shall immediately lapse. Any remaining shares of Restricted Stock
shall be immediately and automatically forfeited and returned to the Company.
The term "Disability" shall mean incapacity as a result of physical or mental
illness pursuant to which Grantee shall have been absent from his or her duties
on a full-time basis for 180 calendar days in the aggregate in any twelve (12)
month period. In the event of a dispute, the determination of Disability will be
made by the Administrator in good faith and with the advice of a physician
competent in the area to which such Disability relates.
(c) Termination for Cause. If the Grantee's employment is terminated by
the Company for Cause (as defined below), the Grantee shall immediately and
automatically forfeit all shares of Restricted Stock and such shares shall be
returned to the Company. The term "Cause" shall mean: (A) conduct by Grantee
constituting a material act of willful misconduct in connection with the
performance of his or her duties; (B) criminal or civil conviction of Grantee, a
plea of nolo contendere by Grantee or conduct by Grantee that would reasonably
be expected to result in material injury to the reputation of the Company if he
or she were retained in her position with the Company; (C) continued, willful
and deliberate non-performance by Grantee of his or her duties hereunder (other
than by reason of Grantee's physical or mental illness, incapacity or
disability) which has continued for more than thirty (30) days following written
notice of such non-performance from the Board; or (D) a breach by Grantee of any
of the provisions contained in Paragraphs 4 and 5 of the Employment Agreement
between the Grantee and the Company, as the same may be amended from time to
time (the "Employment Agreement").
(d) Termination by Grantee for Good Reason. If the Grantee's employment
terminates for Good Reason(as defined below), or if the Grantee's employment is
terminated by the Company without Cause (as defined in Paragraph 4(c) above),
then as of the date of termination, the conditions or restrictions the Award
that would otherwise lapse over the next twelve (12) months shall immediately
lapse. Any remaining shares of Restricted Stock shall be immediately and
automatically forfeited and returned to the Company. The term "Good Reason"
shall mean: (A) a substantial diminution or other substantive adverse change,
not consented to by Grantee, in the nature or scope of Grantee's
responsibilities, authorities, powers, functions or duties; (B) any removal,
during the Period of Employment, from Grantee of his or her title; (C) an
involuntary reduction in Grantee's Base Salary except for across-the-board
reductions similarly affecting all or substantially all management employees;
(D) a breach by the Company of any of its other material obligations under the
Employment Agreement and the failure of the Company to cure such breach within
thirty (30) days after written notice thereof by Grantee; (E) the involuntary
relocation of the Company's offices at which Grantee is principally employed or
the involuntary relocation of the offices of Grantee's primary workgroup to a
location more than thirty (30) miles from such offices, or the requirement by
the Company that Grantee be based anywhere other than the Company's offices at
such location on an extended basis, except for required travel on the Company's
business to an extent substantially consistent with Grantee's business travel
obligations; or (F) the failure of the Company to obtain agreement from any
successor to the Company to assume and agree to perform the Employment
Agreement. Terms capitalized in this Paragraph 4 but not defined herein shall
have the meaning set forth in the Employment Agreement.
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(e) Other Termination. If the Grantee's employment terminates for any
reason prior to vesting of shares of Restricted Stock granted herein, other than
death, Disability, Good Reason or Cause, and unless otherwise determined by the
Administrator, the Grantee shall immediately and automatically forfeit all
shares of Restricted Stock and such shares shall be returned to the Company. The
date of termination and the reason for termination shall be determined pursuant
to the terms of the Employment Agreement.
5. Dividends. Dividends on shares of Restricted Stock shall be paid
currently to the Grantee.
6. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.
7. Transferability. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.
8. Tax Withholding. The Grantee shall, not later than the date as of which
the receipt of this Award becomes a taxable event for United States federal
income tax purposes, pay to the Company or make arrangements satisfactory to the
Committee for payment of any Federal, state, and local taxes required by law to
be withheld on account of such taxable event. The minimum tax withholding
obligation shall be satisfied by the Company withholding from shares of Stock to
be issued a number of shares of Stock with an aggregate Fair Market Value that
would satisfy the withholding amount due.
9. No Obligation to Continue Employment. Neither the Company nor any
subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the employment of the Grantee and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any subsidiary to
terminate the employment of the Grantee at any time.
10. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.
11. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, applied without
regard to conflict of law principles. The parties hereto agree that any action
or proceeding arising directly, indirectly or otherwise in connection with, out
of, related to or from this Agreement, any breach hereof or any action covered
hereby, shall be resolved within the Commonwealth of Massachusetts and the
parties hereto consent and submit to the jurisdiction of the federal and state
courts located within the city of Boston, Massachusetts. The parties hereto
further agree that any such action or proceeding brought by either party to
enforce any right, assert any claim, obtain any relief whatsoever in connection
with this Agreement shall be brought by such party exclusively in federal or
state courts located within the Commonwealth of Massachusetts.
MOLDFLOW CORPORATION
By: _______________________________________
Title
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated: ______________________
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Grantee's Signature
Grantee's name and address:
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